Changes
by SydMay
Summary: Post Neverland Fic. After rescuing Henry from Neverland, Hook stays in Storybrooke while Emma sorts out her feelings. As the pirate spends time with the town's residents, they start to see him in a new light, and accept him as one of their own. Captain Swan eventually.
1. Chapter 1

AN: So, this is my first Once Upon a Time fanfic, not to mention the first fanfic I've written in years, but I've been obsessed with OUAT, and I've loved all the stories I've been reading, which inspired me to write my own . It takes place immediately after the last scene of episode 3x08, which means it will probably (definitely) be AU by the time the next episode airs. It will eventually be a Captain Swan fic, with some other relationships sprinkled in here and there. There will definitely be lots of angst, but eventually, there will be a happy ending. Rated T for now, but the rating may go up in later chapters.

The first chapter is mainly expository, so I apologize for the jumping POVs of all the characters, and the lack of Captain Swan. Please read and review!

Disclaimer: I do not own Once Upon a Time

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Chapter One

Emma rushed over to where Henry lay on the ground, unmoving. "Henry!" she cried. She gathered Henry's limp form into her arms and stroked his hair. "Henry," she sobbed. He couldn't be dead, she thought to herself. "Kid, please, wake up."

Regina's eyes were filled with tears as she knelt beside the pair. She took Henry's hand and placed it against her cheek. "Henry, no," she whispered. "You were already a hero."

Neal sank down beside them. He had no idea what to do. He couldn't believe that he'd lost his son after just learning about his existence. He reached out and awkwardly wrapped his arms around Emma's shoulders, at a total loss for words. There was nothing he could possibly say to make things better.

For several moments, the only sound that could be heard in Skull Rock was the heart wrenching weeping of Henry's two mothers.

Suddenly, Henry gasped and bolted upright in Emma's grasp. Emma, Regina and Neal all fell back in surprise. Henry turned to the three adults with wide eyes. Instantly, he found himself at the center of a crushing four-way hug. He soon realized that they wouldn't be letting go any time in the near future. "Uh…guys? I need to breathe," he announced, squirming slightly. He took a deep breath once they let go.

Neal was the first to find his voice. "What happened?" he asked hoarsely. "We saw you give Pan your heart."

"In Neverland all you have to do is think of something to have it. Even something fake," Henry replied knowingly. "I heard Pan say that to Mr. Gold before he trapped him in that box over there. He tried to hide me away, but sound echoes on all of this rock. I gave Pan a fake heart. I knew he was lying about saving magic."

"But we all felt a wave of magic," Emma pointed out, confused. "I don't understand. What caused it?"

Henry looked up at the magical hourglass. The top was empty. "That was Pan losing all of his magic. It's all going back into Neverland; that's what knocked me out, " Henry explained. "He's going to die." He looked at his three parents. "I knew you'd save me." He found himself in the middle of another group hug, although this one was more brief.

"Come on," Emma urged, helping Henry to his feet. "We can all celebrate later. Let's get out of here. We're meeting everyone back at the Jolly Roger." She took her son by the hand and encouraged him to start walking. Henry was a bit unsteady on his feet and relied heavily on Emma's help.

"Wait!" Regina called out, coming to a halt. "Rumpelstiltskin. We have to get him out."

Regina grabbed Pandora's Box and activated it, releasing Rumpelstiltskin. The Dark One looked around, bewildered. "What happened? Where's Pan?" he asked warily.

"Later," Regina snapped. "We're leaving. Now."

The five of them hurried through the caves and made their way to the boats. They quickly got into one, untied it and pushed off.

"Wait! We have to save Wendy!" Henry insisted frantically. "She's been Pan's prisoner for years."

"Already done," Neal assured him. "Wendy is safe. Hook and Tinker Bell are with her on the Jolly Roger as we speak."

Regina used magic to propel the rowboat through the water as quickly as possible. They followed the coast of the island to where the Jolly Roger was anchored. Soon, the pirate ship came into view.

Henry stood up in the boat and waved. "Ahoy!" he yelled excitedly.

Faces appeared over the railing of the Jolly Roger. Mary Margaret, David, Tinker Bell and Wendy waved back happily. Charming threw down a rope ladder for them to climb. As soon as they were all on board, the anchor was raised and Hook, at the helm of the ship, navigated the boat out to open water. True to his promise to Neal, Rumpelstiltskin refrained from using magic, and stood back while Emma and Regina filled the ship's sails with conjured wind.

Henry found himself in another series of crushing hugs, this time instigated by his grandparents.

"We're so glad you're all right," Mary Margaret said tearfully. She kissed the top of his head and held him tightly while David had his arms around the both of them.

"I'm glad you're all safe too," Henry replied with a smile.

Emma approached her parents. "Did you get the water?" she asked, concerned.

David nodded as he and Mary Margaret held up their water skins. "Hopefully, it will last until Gold mixes up the permanent cure."

"What was that wave of magic?" Mary Margaret asked. "You all felt it, right?"

"It was Pan's magic going back into Neverland," Emma explained. "He won't be bothering us anymore."

"Pan is…dead?" Rumpelstiltskin whispered. He staggered back, stunned. His father was gone. Destroyed by his grandson. All of the anger and hurt that he'd been carrying in his heart from his father's abandonment lifted in that moment. And that was when he realized that the prophecy had come true. Henry had undone all of the pain inside him. Rumpelstiltskin gazed and Henry with gratitude and vowed to himself that he would never let any harm come to his grandson.

"Wait a minute," David said, alarmed. "If Pan is dead, then what happens to his shadow? Will it still lead us home?"

Neal reached into the pack where the magic coconut had been stowed. "There's only one way to find out," he replied. He untied the strings holding the coconut closed and cautiously lifted away the top half. He yelled in dismay as Pan's shadow emerged and flew straight into the Neverland Jungle.

"Well, I do hope one of you has a magic bean on your person. Or a magic hat," Hook called out from the wheel of the ship. "Pan's shadow does his bidding, and now Pan is dead. I'm sure it's not planning on making any trips between lands any time soon."

"What about this?" Wendy asked, holding out a leather pouch that had been hidden within the folds of her dress. "It was in Pan's tree house."

Henry took the bag and opened it. "Pixie dust!" he exclaimed. "We can use this to get us home!"

Neal shook his head. "Henry, we can't fly home if we don't know the way," he said gently.

"That's how pixie dust works when we use it," Henry replied impatiently. "But if a fairy uses it…"

They all turned, as one, to look at Tinker Bell, their eyes filled with hope.

"I'm sorry, Henry." Tinker Bell shook her head sadly. "I can't help you get home. I'm not even a real fairy anymore."

"Yes you can!" Henry insisted. "I know you can!"

Tinker Bell gasped as she was enveloped in a burst of light that caused the others to shield their eyes. When the light faded, Tinker Bell was fairy-sized and fluttering around with a set of glittering green wings. She gazed at Henry in awe. "You really are the Truest Believer," she marveled.

Henry handed Tinker Bell the pouch of pixie dust. "You're going to need this."

Tinker Bell grinned at Henry and then at everyone else on the Jolly Roger. "Hang on, everyone," she warned them. "It's going to be a bumpy ride." Grabbing a handful of pixie dust, she flew up to the top of the tallest mast of the Jolly Roger and flung the dust outward. A glittering cloud surrounded the ship and the sails billowed with magical wind. Everyone on board lost their balance as the ship lurched out of the water.

Emma and Regina each looped an arm through the ship's rigging and wrapped the other around Henry protectively. David wound one of the ropes that normally tied the sails down around his arm and wrapped Mary Margaret in a tight embrace while she clung to him just as tightly. Rumpelstiltskin had a firm grip on one of the ship's railings. Neal had Wendy in his arms and they were crouched down by a set of wooden crates that had been tied down to the deck with tarp and rope netting. Hook held tightly to the ship's wheel, keeping the keel as straight as possible.

"Find a happy thought!" Tinker Bell yelled from above. She took another handful of dust and threw it in front of the ship. As it fell, it swirled and coalesced into a portal. As the ship slipped through, the fairy gripped the sail and held on for dear life.

Henry's happy thought was that he was with his family.

Emma and Regina's happy thought was that they'd finally found their son.

David's happy thought was that he would survive his Dreamshade poisoning, leave Neverland, and be able to spend the rest of his life with Mary Margaret.

Mary Margaret's happy thought was that her entire family was finally back together again.

Rumpelstiltskin's happy thought was that they were headed back to Storybrooke and he'd be able to see Belle again.

Neal's happy thought was that Wendy was safe after risking herself to save him.

Wendy's happy thought was that she would be seeing her brothers again.

And Killian's happy thought was…

Emma.

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AN: Should I keep going?


	2. Chapter 2

AN: Another chapter done. I guess I'm in the zone right now. More character development, and back story. Plus, a 'blink and you'll miss it' CS moment! Thanks to everyone who's reviewed or is following or favourite-ing this story already! I get a kick out of checking my phone every time I get an email notification and it's in reference to this story. I've been smiling all day!

Legal Disclaimer: I do not own Once Upon a Time or its characters.

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Chapter 2

The Jolly Roger emerged from the portal and landed into the surrounding water with a large splash. Killian looked around and tried to get his bearings. "Bloody hell, Tink! You've landed us in the Enchanted Forest!" he yelled, frustrated.

"I can't take you all to Storybrooke in one go," Tinker Bell explained, sounding exhausted. "It's a difficult task, even with pixie dust. This is just a rest stop so I can gather my strength."

"But the next stop is Storybrooke, right?" Mary Margaret inquired, concerned for David's health.

Tinker Bell nodded. "We'll be here two nights, at most," she assured everyone. She flew up to the crow's nest of the Jolly so she could bask in the starlight once night fell.

Emma looked at Hook. "Will the water last that long between doses?" she asked worriedly. "Does David have enough time?"

Hook shook his head helplessly. "I don't know, lass. It was hours after we'd left Neverland that the water's magic stopped working and my brother succumbed to his Dreamshade poisoning," he replied softly. "I don't know how long it will last for your father."

"You needn't worry," Rumpelstiltskin informed them. "My secret laboratory is here in the Enchanted Forest. I'll be able to whip up a cure while we're here, rather than wait 'til we get back to Storybrooke." He turned to Regina. "I'll need some transportation, if you wouldn't mind, dearie."

Regina narrowed her eyes at Rumpelstiltskin. "You can't get there yourself?" she asked disdainfully.

"I promised my son that I wouldn't use magic, and I intend to keep that promise," Rumpelstiltskin replied as he held Neal's gaze. His heart warmed when Neal nodded his thanks.

Regina rolled her eyes but wrapped her hand around Rumpelstiltskin's forearm. "We'll be back," she informed them. She shifted her gaze to Henry and her expression softened. "I love you."

"I love you too, Mom," Henry replied with a smile.

With a faint smile in return, Regina and Rumpelstiltskin disappeared in a puff of purple smoke.

"We're going to get some rest," David announced as he and Mary Margaret headed below the deck. "You should all do the same."

Henry shook his head. "I'm too excited to sleep right now," he declared.

Emma shrugged. "Suit yourself, kid." She gave Henry a big hug and kissed his forehead. "I love you," she said, intent on following her parents to the crew quarters. But she stopped and turned. "Hook," she called out.

Hook turned his head at the sound of Emma's voice. "Yes, love?" he questioned.

Emma reached out and placed her hand on top of Hook's, where it grasped the ship's wheel. Surprised blue eyes met her green gaze. "Thank you for all of your help. We couldn't have done any of this without you," she said sincerely. She squeezed his hand lightly, ignoring the slight tingle she felt where their skin touched.

"Sure you could, lass," Hook countered with an easy grin. "As I said before, I've never known you to fail. It just wouldn't have been as interesting if I hadn't been around." He turned his hand to bring hers to his lips and kissed her knuckles softly.

Emma rolled her eyes and walked away, letting her hand fall from Hook's grasp. She ruffled Henry's hair one last time before heading off to get some sleep.

Hook steered the ship around the bay they'd landed in for lack of anything better to do. He closed his eyes and enjoyed the smell of the salty sea air surrounding him. It had been hundreds of years since he hadn't had a care in the world without a mountain of troubles weighing him down. While there was still the matter of the Crocodile to deal with, he was actually able to push those thoughts to the back of his mind to worry about later.

"You really love the sea, don't you?"

Hook opened his eyes to find Harry regarding him with a small smile. "I can see it on your face," Henry continued. "You actually look happy."

Hook nodded. "It's a relationship of mutual respect," he told Henry. "Respect the sea, and she'll take you wherever you need to go." He reached out and placed his hook on Henry's shoulder, pulling him to the wheel. He scratched fresh marks into the worn wood. "Port. Starboard."

"You're not like Captain Hook from the movies," Henry remarked as he steered the Jolly Roger under Hook's guidance.

"Well, that's no surprise, as I was unavailable for any sort of consultation," Hook replied as he scanned the horizon. "Is that a good thing or a bad thing?"

"Good," Henry confirmed with a nod. "The movies made Captain Hook pretty silly."

"Well, I am never silly," Hook declared with authority. "One notch starboard, lad.". Hook nodded in approval as Henry followed his instruction. As Hook's eyes continued to sweep the panoramic view in front of him, something caught his attention. "Baelfire! Take the wheel with your son," he ordered.

Neal came up to them with a sour expression on his face. After witnessing the scene between Emma and the pirate, he was in no mood to be snapped at. "I don't take orders from you, Hook," he said, annoyed.

"Then get your own ship and find your own way home," Hook replied testily. "Take the wheel." Without waiting for a response, Hook stalked away to the bow of the ship where his attention was focused.

Wendy held onto the bowline and gazed wistfully out across the water. She couldn't believe that she would be seeing her brothers in a matter of days. After all this time, it was like a dream. She felt someone come up behind her and place their hand on her shoulder.

"You've been awfully quiet this whole time," Hook observed. "Is everything all right, lass?"

"I'm afraid that I'm still in Neverland and this is just a dream," Wendy admitted. "I'll wake up and I'll be in that horrid cage with Pan and Felix stalking about."

Hook squeezed Wendy's shoulder reassuringly. "This is no dream, Wendy," he promised her. "You will see your brothers soon."

Wendy gave Hook a shy smile. "Thank you, Killian," she whispered.

Hook's expression was one of pleasant surprise. "I didn't think you remembered," he remarked.

"How could I not remember the gentleman that tried to save me from Peter Pan?" Wendy countered. She put her hand on his arm and was about to say more, when she whimpered and seemed to crumple in upon herself.

"Wendy, what's wrong?" Killian asked, concerned. He crouched down beside her. "Are you hurt, love?"

"I don't know what's happening," Wendy gasped. She started thrashing about and Killian was forced to wrap his arms around her tightly to keep her from injuring herself, not to mention him as well.

"Hey, what's going on?" Neal demanded suspiciously. He wasn't able to hear their conversation but from his point of view, it looked like Wendy was struggling in Hook's grasp.

Hook rolled his eyes in exasperation, thinking for a split second that Emma was rubbing off on him. Then his thoughts immediately returned to the task at hand. "She's sick," he ground out through gritted teeth. "One moment she was fine and the next she was in pain." He used his good hand to smooth Wendy's hair away from her face. It seemed as if the touch was soothing, and her struggles ceased momentarily.

"She told me she was sick in Neverland," Henry piped in worriedly. "I thought maybe she was faking it because Pan had ordered her to. She said it had something to do with being on the island."

Killian shook his head. "I don't think she's acting, lad." He gathered Wendy into his arms and stood. "Let's get you squared away safely, darling."

Wendy turned her bright blue gaze on Killian and managed a tiny smile. "Miss Darling," she countered softly, before wincing in pain.

Killian chuckled softly. "Miss Darling," he echoed with a nod. As he passed the wheel he exchanged a look with Neal. "You have the bridge, Baelfire."

Neal nodded and he stared worriedly after Wendy as she was carried away.

Killian carried the girl below deck to his cabin where he laid her in his bed and he sat down on the edge beside her. "Can I get you anything, love?" he inquired kindly.

"Could I have some water?" she asked plaintively.

Killian patted Wendy's hand and pulled the blankets over her. "Of course, Miss Darling," he replied, rising to his feet. He strode to his washbasin and grabbed the pewter jug. "I'll be right back."

"Do you promise?" Wendy pleaded softly, her eyes bright with pain.

Killian nodded, touched that the girl welcomed his company. "Aye, I promise." He left his cabin to go topside where barrels of drinking water were kept.

"How is Wendy?" Neal asked, concerned.

"Not good, mate," Killian replied, as he filled the jug with water. "I don't know what's making her ill, but I believe it's tied to Neverland."

"This is my fault," Neal said, his voice filled with guilt. "This wouldn't have happened if she hadn't come to Neverland looking for me."

"Don't beat yourself up over this, mate," Killian advised. "The only one to blame for this is Peter Pan." With that, he turned to head back below deck.

"You should let me go," Neal insisted. "I should be taking care of her."

"She made me promise to return," Killian countered loftily. He couldn't help the flicker of empathy for Milah's son, however, and his expression softened slightly. "Once David wakes, tell him to take the helm, and you can come to my cabin and relieve me."

Neal nodded gratefully. "Agreed," he said. He felt something akin to jealousy stirring inside him as he watched Hook walk away but squashed it down. There was no way he could be jealous about Hook and Wendy. That was ridiculous. It was just a holdover of his feelings about the situation with Emma.

Killian opened the door to his cabin and stopped short. Wendy was still lying in bed, but something had definitely changed. He stared at her for a minute, but couldn't put his finger on what was different. He poured some water into a mug and offered it to Wendy. "Here you are, lass."

Wendy smiled tiredly at Killian as she took the mug. "Thank you Killian," she replied, her voice husky from pain. She took several sips and set the mug down.

"Do you think you can sleep at all?" Killian inquired.

Wendy nodded. "I'll try," she said, stretching out in bed. "You'll stay with me?"

"Of course," Killian promised. "Baelfire is worried about you too, lass. He might be here instead when you wake."

Wendy smiled. "I'll be happy to see him later," she said, stifling a yawn. "We have so much to catch up on."

Killian smiled fondly at the tousled head that peeked out from under the blanket. As he watched the lump in bed rise and fall evenly, he thought back to the first time he'd let Wendy Darling stay in his cabin.

*****Flashback*****

Killian heard the familiar sound of Pan's shadow flying overhead, accompanied with the sound of wildly flapping fabric. That one was new. He looked up and was confused to see the shadow clutching the wrist of a young girl. Killian frowned. Taking boys was one thing; bringing one girl to an island populated by boys was an entirely different matter. He turned to address his crew. "It looks like Pan's taken a fancy to a lass," he announced. "I'll just make sure everything is on the up and up."

Killian took two of his crew with him in a longboat and headed in the direction of Pan's shadow; out to Mermaid Lagoon. When they reached the shore, he ordered his men to stay put while he investigated on his own. He tread softly not wanting to alert anyone to his presence. He soon found what he was looking for. A girl, no more than thirteen years of age, was tied to a tree, with a gag in her mouth. Killian frowned. This was no way to treat a lady. Bad form indeed. Casting a quick glance about to make sure that Pan's shadow or the Lost Ones were nowhere nearby, Killian made his way over to the captive girl.

The girl sensed Killian's presence and looked over in his direction. He could see her blue eyes widen at the sight of his hook, and she started to shake with fear. Killian knelt down beside her and indicated her gag. "If I remove this, will you promise to stay quiet?" he whispered.

The girl nodded.

Killian gently untied the gag. "Killian Jones at your service," he said softly. "Am I correct to assume you've no desire to be here?"

Again, the girl nodded.

Using a dagger from his boot, Killian made short work of the ropes which restrained her. Tucking the dagger back into his boot, Killian stood and held his hand out to the girl. "Shall we?" he asked, kindly.

The girl reached out shakily and placed her hand inside Killian's. She let him help her to her feet and followed him into the trees. She opened her mouth to speak but Killian silenced her with a look. Within minutes, the two of them were in the longboat and heading to the Jolly Roger.

Some time later, everyone was back on board the ship. Killian escorted the girl to his quarters for privacy and took a good look at the girl he'd rescued. "Now, lass, what is your name?" he asked as she sat at his desk, while he sat in his favorite reading chair.

"Wendy. Wendy Moira Angela Darling," she replied in a small voice.

"And what ungodly reason brings you to Neverland, Miss Darling?" Killian inquired. He watched as Wendy wrapped her arms around herself and shivered. Killian cursed himself for not noticing until now that the poor girl was only wearing a nightgown and a pair of satin slippers. He shrugged off his coat and placed it over the girl's shoulders. "Is that better?"

Wendy nodded. "Thank you, sir," she said. "I was looking for someone."

"Your family?" Killian guessed. "A brother?"

Wendy shook her head. "A dear friend," she replied sadly. "He was taken by the Shadow while he was staying with my family."

"And what was your friend's name?" Killian inquired curiously.

"Baelfire," Wendy answered wistfully, not realizing the effect of the name she'd spoken.

Killian felt the air leave his lungs. "Baelfire?" he repeated. "Your friend's name was Baelfire?"

Wendy looked up at Killian hopefully. "Do you know him?" she asked eagerly.

Killian looked away so that Wendy wouldn't see the shame on his face. "Aye, I rescued him from the sea when he fell from the Shadow's grasp," he replied evasively. "Later, the Lost Ones came and took him."

Wendy was clearly disappointed. She looked up and studied Killian's appearance, taking in his hook and his attire. "Whose navy do you serve, Captain Jones?" she asked.

"None," Killian answered simply. He watched her face as she drew the logical conclusion.

"Oh!" Wendy gasped. "You're a…?"

"Pirate," Killian finished flatly. "Yes, I am. I would rather follow my own code of honor than serve a corrupt king." He stood up from his seat. "It's late, Miss Darling, and you're no doubt exhausted from your ordeal. I offer you my cabin for the duration of your stay on board the Jolly Roger." Killian bowed to Wendy and exited the cabin, shutting the door behind him.

*****End Flashback*****


	3. Chapter 3

AN: I'm actually losing sleep because I'm so intent on getting this story out of my head! And, thank goodness for DVR, because I am missing a lot of TV right now! Again, more character development! I'm sort of in love with the idea of Hook taking care of Wendy and being like an older brother to her, so I've probably gone a little overboard writing Hook/Wendy scenes. Chapter Three takes place immediately after Chapter Two. Also, in my head, I'm picturing Hook's cabin as pretty cushy, since the Jewel of the Realm was captained by a man who received orders directly from the king, and Hook's had three hundred years of piracy to make it all super swank. LOL. Kind of a cross between what you saw in 'Good Form' and Hook's cabin from the 2003 'Peter Pan' feature film, if you can imagine that.

Legal Disclaimer: I do not own Once Upon a Time or its characters.

* * *

Chapter Three

Killian was shaken from his reverie by a knock at the door. He cleared his throat. "Enter," he called out softly, wondering who could be disturbing him. The door opened to reveal Baelfire.

"David's at the wheel," he explained, seeing the question in Killian's eyes.

Killian glanced out the window at the sun touching the horizon and realized that it had been over four hours since he'd brought Wendy down below. He stretched in his seat and rolled his shoulders, trying to alleviate the stiffness that had settled into his muscles from sitting for so long.

"How is she?" Neal asked, looking over at Wendy's sleeping form.

"I believe she is in less pain when she is asleep," Killian replied as he reached over to smooth a stray lock of hair away from her face. "However, I can tell she's still experiencing some ill effects."

Neal studied Wendy's sleeping face. "Does she look different to you?" he asked, puzzled.

"Aye, she does, but I can't figure out what it is," Killian answered with a frown. "Perhaps it's just that I haven't seen her in over a hundred years."

"Maybe." Neal didn't sound convinced. "Can I sit with her?" he offered. "You can take a break and stretch your legs."

Killian nodded. "Thanks, mate," he replied. He rose from his chair and offered the seat to Neal, who accepted. Quietly, he left the cabin and went up on deck. He found David at the wheel, with Mary Margaret by his side. Killian nodded at the prince and princess and went over to the pair sitting at the bow of the Jolly, on some barrels.

Emma lifted her head as Killian approached. Henry was asleep against her side. "Neal said that Wendy is sick," she told him. "And that you think it's connected to her leaving Neverland."

Killian nodded. "Aye, I do," he replied. "She's asleep now and I think that it's helping to ease her suffering."

"Mary Margaret would like to check on her, maybe she can help," Emma suggested.

"That would be appreciated by everyone," Killian said honestly. He bowed slightly and headed to the wheel of his ship. "How are you feeling, Your Highness?"

"Fine, for now," David replied. "I had to take a sip of water from Neverland earlier."

"Let's hope Rumpelstiltskin returns soon with your antidote," Killian responded.

"How is Wendy?" Mary Margaret asked, concerned. Obviously, Neal had filled everyone in on Wendy's condition.

"She's sleeping, thought not as peacefully as I'd hoped," Killian replied, allowing some of the frustration he'd been feeling creep into his voice.

"Do you think the water from Neverland would help her condition?" David suggested.

Killian gazed at David with newfound respect. Few people would put their life on the line for a total stranger. "It probably would, but then you'd have even less time for Rumpelstiltskin to return," he responded. He looked to Mary Margaret for her opinion. "Do you think it would be better to delay her suffering now, only to have it return later? Or should she endure it straight through?"

Mary Margaret shook her head. "I don't know, Hook," she admitted. "If it were me, I wouldn't take the water, and not just because it would mean that David would have less. But it would be sheer torment, waiting, knowing that the pain could come back at any moment."

Killian nodded, understanding. "I think Wendy would feel the same way," he told her.

Suddenly, Neal's head popped up from below deck. "Hook, I think you need to see this," he said urgently.

Alarmed, Killian quickly made his way down to his cabin, with Mary Margaret on his heels. "What is it? What's wrong?" he demanded.

"Look." Neal pointed to the bed.

Killian's eyes widened in disbelief as he took in Wendy's appearance. Her mane of golden hair was still wildly tousled, but now it reached almost to her waist. Her delicate features were more pronounced, and less child-like. The collar of her nightgown had been torn where she'd pulled at it. And before Killian could stop himself, his eyes dipped below her neck. He hastily averted his gaze, but not before it was abundantly clear to him that Wendy was quite a bit older than thirteen. If he had to place a wager, he'd put her age being perhaps a few years younger than Emma.

"Is she…?" Mary Margaret trailed off, astonished. "Getting older?"

Killian nodded. "Aye, Your Highness, I believe she is," he replied. "Now that she is away from Neverland and Pan's influence, she is doing what she's wanted to do for years. Grow up."

Mary Margaret snapped into action. "Get out, both of you," she ordered. "When she wakes up, she's going to be terrified of all the changes that have happened. I know you mean well, but I'm sure your presence will upset her."

"We'll wait outside," Killian said decisively. He took Neal by the arm and practically dragged the other man out of the room.

Once the door was closed, Neal yanked his arm away. "What the hell is the matter with you?" he demanded. "My friend is in there and I'm worried sick about her. "

"She means a great deal to me as well," Killian countered. "But in case you didn't notice, that even though she was still sleeping, she wasn't in pain anymore. I believe her illness was her powerful desire to grow up fighting against Neverland's magic. However, although she may look like an adult, she is still a young girl in her mind, and she will be frightened by all the changes she's gone through. She doesn't need the two of us gawking at her like she's some sort of monster."

Neal ran his hands through his hair and sighed. "You're right, I'm sorry," he apologized. "I'm just tired, and I hate feeling so helpless."

"Go and rest then," Killian urged. "I'll send word once Wendy is ready to receive us."

Neal studied Killian's face, taking in the dark circles under his eye. "Shouldn't you get some sleep too?" he asked. "You look like hell."

"Thank you for the lovely compliment," Killian replied sarcastically as he sketched a bow. "A captain's work is never done."

Neal shook his head and headed down the hall to the crew quarters.

Killian leaned against the wall opposite his cabin and waited for news on Wendy. Some time later, he heard a muffled shriek and knew that she was awake. His heart clenched painfully in his chest when he heard the sound of soft weeping. Even later still, the door opened and Killian stood at attention as Mary Margaret peeked her head out.

"How is she?" Killian demanded, concerned.

"She was shaken up at first, but she's calmed down now," Mary Margaret replied. "This is probably a long shot, but, would you happen to have some clothes for her?"

Killian started to shake his head but stopped himself. "Give me a moment," he told her.

He turned and headed into the cargo hold. He found a large chest with a lock on it. Killian stared at the chest for a long moment as he contemplated what he was about to do. Finally, he reached into an old rusted lantern that was nearby and withdrew an iron key. He put the key into the lock and turned it until the lock released. He lifted the lid and reached inside to pull out several bundles of fabric. He closed his eyes and lifted one bundle to his face and inhaled deeply. Although it was to be expected, Killian was sad to discover that after three hundred years, Milah's clothes no longer carried her scent.

Killian gathered up Milah's clothes and a pair of her boots and put them into a sack he'd found. He then added a few other items of clothing left behind by various crew members and headed back to his cabin. He knocked and waited for Mary Margaret to open the door.

Mary Margaret poked her head out the door and her eyes widened when she saw the large bundle that Killian was holding. "This will probably work," she predicted, allowing him to pile everything into her arms. "Where did you-? Oh." Mary Margaret's eyes were full of compassion as she realized who the previous owner of the clothing probably was. "I'm sure Wendy will appreciate all of this. She's still exhausted from what she went through, so she'll most likely sleep all night. I know she'll be eager to see you and Neal in the morning. "

Killian nodded wordlessly and turned to head back above deck. Night had fallen and the stars were out in full force. There was a green glow atop the main mast of the Jolly, where Tinker Bell was perched, soaking up as much starlight as possible.

David was still at the helm, but now Henry was with him, and Emma was nowhere to be seen. Killian headed over to join them.

"How is Wendy?" Henry asked worriedly.

"She'll be fine, lad," Killian assured him. "She just had some growing up to do." Henry looked confused, so Killian went on to explain. "She was having growing pains. Once she'd left Neverland, she started aging. I'd say she's at least ten years older now. According to your grandmother, it was quite the strain on her body."

"Is Mary Margaret staying with her tonight?" David inquired.

"Aye, she is," Killian confirmed. "Where's your mum, lad?"

"She said she was still tired, so she went down to get more sleep," Henry replied.

The idea of getting some sleep seemed heavenly to Killian until he realized that with Wendy in his cabin, he'd be forced to bunk down in the crew quarters while Emma and Baelfire were in there together. "I can take over, if you want to get some rest," he said to David.

David shrugged. "No, I'm good, thanks," he responded. "You must be pretty tired, though. Why don't you go and get some sleep?"

Killian tried to think of an answer that didn't sound quite as pathetic as 'Because I don't want to see Emma and Baelfire together.', but he just didn't have the energy. He finally nodded, resigned to his fate. "See you in the morning." He turned and headed back down below. Fate, it seemed, decided to take pity on him, because he ran into Baelfire on the way out.

Neal held his hand up, requesting a moment. "Hey, how's Wendy?" he asked.

"I still haven't seen her yet," Killian replied with a sigh. "Mary Margaret said she'll likely sleep all night, and we'll see her in the morning."

Neal nodded, pleased. "Looking forward to it. You finally getting some shut-eye?"

Killian scrubbed his hand over his face and nodded. "Aye. For once, there's actually nothing for me to do," he remarked with a tired smile.

"Pleasant dreams," Neal said sincerely as he headed above deck.

Killian couldn't help thinking about the irony that while Milah had driven them apart, and Emma had increased the rift between them, Wendy was bringing him and Baelfire back together. Killian hoped that once everyone was back in Storybrooke, he'd be able to maintain an amicable relationship with the other man.

Killian was dead tired. He couldn't remember the last time he'd slept. It had to have been sometime on Neverland, before they'd rescued Henry. He just wanted to crawl into bed and fall asleep. He trudged into the crew quarters and looked around. Emma was fast asleep in one of the berths. It seemed as if the only bed that wasn't occupied with the belongings of the other passengers was right next to Emma's sleeping form. With a silent oath, he made his way to the empty bed. He undid his sword belt and thoughtlessly let it fall to the floor with a thud.

Something roused Emma from her slumber. She kept her eyes closed, hoping that she'd be able to slip back into dreamland, but when she heard the sounds of someone shuffling next to her she knew she wouldn't be getting back to sleep. She rolled over and opened her eyes.

Killian hung his coat and vest up on a nearby peg and then pulled his shirt off. He couldn't help jumping at the unexpected sound.

"What are you doing?" Emma asked, alarmed, but unable to tear her eyes away from the broad expanse of skin on display.

"Trying to get some sleep," Killian replied wearily. "David and Henry have the helm." He sat down heavily and got to work on his boots, oblivious to Emma's shock.

"I'm sure you have a perfectly good bed in your own cabin," Emma pointed out. "You can't sleep here!"

Killian rubbed his eyes tiredly. "My quarters are currently occupied, in case you'd forgotten," he snapped. His exhaustion was making his temper short. "I don't need to remind you that this is my ship and I can bloody well sleep anywhere I bloody well please!"

Emma's mouth snapped shut. Wendy. She actually had forgotten. She watched as Hook climbed into bed and turned his back to her. She heard him unscrew his hook and slam it down on the crate between the two beds. "Hook, I'm sorry," she whispered, chastised.

"Just leave it, Swan," Killian muttered, barely loud enough for Emma to hear.

Emma rolled onto her back and stared at the ceiling. She felt guilty about they way she'd behaved. After everything that Hook had done for her and her family, not to mention his mortal enemy, he deserved more than her arguing with him, when all he wanted was a quiet place to sleep. She turned her head to the side so she could admire the planes of his back. It was smoothly muscled, with the skin lightly criss-crossed with old scars. She was sure every ridge of raised skin had a story to go with it. Briefly, she imagined running her fingers over each scar and asking Hook, no, Killian for every story. Emma had to blink several times to exorcise that image from her mind. Where on earth had that thought come from?

Hook shifted in his sleep and Emma hastily shifted her gaze so she wouldn't be caught staring. She sighed softly, thinking back to the kiss they'd shared in Neverland. It had been wonderfully intense, and her lips had tingled for hours after. She was both scared and excited by the idea of Killian trying to win her heart. She would never admit it out loud, but Killian Jones was definitely the most sexually appealing man she'd met in a long time. The thought of him focusing all of his attention on her gave her shivers. He'd managed to knock down every wall she'd put up, and he'd done it with a flirtatious smile.

She thought about the Echo Cave, and the secret he'd revealed. That the kiss they'd shared was enough for him to let go of his first love. That meeting her allowed him to open his heart to love again, after three hundred years. She wondered if letting him letting go of Milah meant letting go of his quest for revenge too. She'd had to cuff him to a hospital bed the last time he was in Storybrooke, for fear that he'd get himself killed while going after Rumpelstiltskin. She hoped it wouldn't be necessary to lock him up once they'd returned to Storybrooke.

Although she tried to play this kiss off as just a kiss, she knew it meant more than that. Hook was the first man that she'd opened up to, since Neal.

Neal. Baelfire. Rumpelstiltskin's son. Emma sighed again. He told her he would never stop fighting for her. Where was that promise when he'd left her to be arrested while she was pregnant with Henry? Where was he once the curse was broken? She thought about her own secret from the Echo Cave. How she wished he was dead so she wouldn't have to deal with all the pain she went through with losing him again. Even though she would always love him. But he was Henry's father. It would be wrong of her to keep them apart. She had to give him another chance, didn't she?

Emma pounded her fist against the mattress in frustration. Why did life have to be so difficult sometimes?


	4. Chapter 4

AN: Well, I think I'm officially addicted to writing Hook and Wendy scenes. They're like crack, I tell you! Here, we have more CS angst, plus Captain Hook singing! I knew I wanted to include a scene (or two, or three) of Hook singing after seeing the youTube video of Colin O'Donoghue singing 'All Along the Watchtower'. The song is 'If I Were a Blackbird'; it's an old Celtic song that I sang back when I was in a choir. There are so many different versions of the melody, but Clary Croft (check it out on youTube) performs a version of the one I'm using. If you check out the choir versions of the song, you'll get an idea of the harmonies I'm aiming for. Also, I've tweaked the lyrics a bit, so it more appropriately reflects the romantic tangle I'm aiming for. One final thing; I'm using a little artistic license and saying that when Baelfire was taken by the Lost Ones, he lost the jacket he was wearing during the struggle. Just for story progression.

Legal Disclaimer: I do not own Once Upon A Time or its characters.

* * *

Chapter Four

Three hundred years of living on a ship had honed Killian's ability to wake easily, despite his lack of sleep. After one day in a new place, his internal clock was able to keep track of the sun's position even when he was in a windowless room. That was why, at sunrise the next morning, he sat up in bed, alert, and ready to face the new day. He twisted his hook into place and dressed himself. As he donned the shirt he'd been wearing the previous night, he vaguely recalled fragments of a conversation with Emma. He frowned in concentration as he tried to remember specifics. Looking around the crew quarters brought to mind Emma's objections with him not sleeping in his own cabin, but he found he didn't care. Last night he'd been too tired, and too worried about Wendy's condition to concern himself with offending Emma's delicate sensibilities.

Wendy. Killian smiled to himself. He would be seeing her soon and be able to judge for himself that her condition had improved. He finished doing up his boots and stood, pulled his coat on. Quietly, so as not to disturb the sleeping bodies in the room, he left and made his way up to the deck.

Neal was at the helm, and he was alone, topside. He nodded in greeting.

"We could drop anchor," Killian suggested. "We've been circling the bay for hours."

Neal shook his head. "This gives us something to do besides sit around and wait," he said.

Killian snorted softly. "Sailing around and waiting is better?" he countered offhandedly. "I'm going to get something to eat. Do you want anything?"

"That would be great, thanks," Neal replied. He wasn't sure what kind of rations Hook kept on board, but Neal was certain that anything would be better than coconuts at this point. If he never saw another coconut again, he would be perfectly happy.

Killian headed to the galley and filled two pewter mugs with hot mulled cider and stuffed some sea biscuits into his pocket. When he returned to the bridge, he handed Neal a mug and offered him some biscuits.

Neal accepted the items gratefully. He dropped the sea bread into his cider and waited for it to soften. "There aren't any weevils in here, are there?" he asked apprehensively, referring to the hardtack.

Killian shook his head as he set down his mug on a nearby barrel so he could copy Neal's actions. "Enchanted ship," he said in explanation. "Never saw a rat while you were on board, did you?"

Neal couldn't stop the disbelieving huff of laughter that escaped him. "You know it's funny, how obsessed my father was with magic and power. He used it to manipulate people and situations to his advantage," he remarked. "And here you are, using it for pest control."

"It was the king's idea," Killian clarified, sipping from his mug. "We were preparing to go to war. He didn't want his men fighting vermin and disease when they should be concentrating on fighting the enemy. When you've lived on a ship for as long as I have, you appreciate the small things that make your life just a touch easier. Such as hot or cold cider whenever you need it, or, biting into a sea biscuit after five straight months on the water and knowing you don't have to worry about maggots."

Neal took an experimental bite of his biscuit. It could have probably used another minute, but he was too hungry to wait. He quickly drained his mug as well.

"You know where the galley is, if you're still hungry," Killian said, taking his time with his own breakfast. It likely had something to do with the fact that he only had one hand. "There's a pot for sweet porridge, if you'd like."

"Sweet porridge?" Neal echoed, not sure he'd heard correctly. That didn't seem like something one would normally find on board a pirate's ship

"Aye, an old woman traded it to me for safe passage home. She said she'd been gifted it when she was a child and she and her mother had nothing else to eat," Killian explained. "It'll make porridge without the need for a fire, which is useful. I had a plaque bolted to it engraved with the proper incantations to start and stop it. Otherwise, I'd have had my men cleaning oats and syrup off the walls every fortnight."

Neal shook his head as he recognized the fairy tale of the magic porridge pot. "I'm good, thanks," he replied, but made a mental note to try it out later.

Just then, Mary Margaret's head popped up from below. "Oh, good, you're both up," she remarked, causing them to turn to her. "There's someone who's eager to see the two of you."

Wendy emerged on deck, looking as skittish as a baby deer. Her hands worried the edge of the cream-colored vest she was wearing, which, incidentally, happened to be Killian's old naval vest. She wore the vest over a simple white linen shirt with a high collar. A worn, brown woollen jacket with leather cuffs and burgundy tails covered her slim shoulders and was tied with a sash at her hips. She was also wearing fawn-coloured leather trousers that had been tucked into knee-high black leather boots. Mary Margaret had obviously helped with Wendy's hair, taming the blonde curls and weaving a thin red scarf through the length and into the long braid that hung over her shoulder.

Killian smiled disarmingly. "Look at you, lass," he greeted her with a laugh. He directed his gaze to Mary Margaret and smiled approvingly. "Well done, your Highness." He held Wendy at arm's length and took in her clothes. "You went to sleep a little girl and woke up an elegant pirate!"

Wendy smiled shyly. "Do you think so, Killian?" she asked.

"Absolutely," Killian insisted, his eyes sparkling. "You're Red-Handed Jill, through and through."

Wendy laughed delightedly, remembering her pirate moniker.

*****Flashback*****

"How long have you been a pirate?" Wendy asked as she stood by Killian at the ship's wheel.

"Over three hundred years," Killian replied as he kept his eyes on his crew and on the sea.

"You must have all sorts of treasure," Wendy remarked interestedly.

Killian couldn't help smiling. "Aye, piles of it," he confirmed. He noticed the mainsail flapping in the wind. "Tighten up that line, Mister Starkey!" he commanded.

"Aye, Captain Hook!" came the reply.

"Captain Hook?" Wendy echoed curiously.

Killian waved his left arm. "Captain Hook sounds more imposing than Captain Jones, doesn't it, lass?" he countered. "A proper pirate should have a proper name; one that strikes fear into the hearts of his enemies."

"Could I have a pirate name?" Wendy asked hopefully.

Killian laughed. "Do you really want one, love?"

Wendy nodded enthusiastically. "What should mine be?" she wondered aloud. She looked up at Killian. "What are some famous pirates' names?"

"Well, Captain Hook, obviously," Killian replied with a wink. "Let's see, there's Captain Blood, Captain Jack Sparrow, Long John Silver, and the Dread Pirate Roberts, to name a few."

Wendy was silent as she contemplated her options. Inspiration struck and her eyes lit up with glee. "Red-Handed Jill!" she exclaimed.

"Red-Handed Jill," Killian repeated uncertainly.

Wendy's face fell. "Is that not frightening enough?" she asked worriedly.

"Red-Handed Jill, scourge of the ocean," Killian proclaimed with a dramatic sweep of his arm. "Her hands, stained red with the blood of her vanquished enemies."

Wendy wrinkled her nose in distaste. "I don't know if I like that," she confessed.

"We can work on your legend later, love," Killian promised. "Now, one of the marks of a fine pirate is being able to sing a proper sea shanty." He looked down at Wendy. "Can you sing, my dear?"

Wendy nodded eagerly. "I sang to John, Michael and Bae all the time!" she said proudly.

"Well then, let's teach you a song," Killian replied decisively

*****End Flashback *****

Wendy turned to look at Neal and gave him a timid smile. "Hello, Baelfire," she said softly.

Neal couldn't get over the fact that this beautiful young woman standing in front of him was his childhood friend. Who was now looking at him apprehensively due to his silence. He quickly moved to enfold her in a tight hug to allay any doubts in her mind. "I'm so glad you're all right, Wendy," he told her, once he'd pulled back slightly, although his arms remained wrapped around her. "We were so worried about you."

Wendy smiled, reassured. She leaned in to give Neal another hug, needing his familiarity. "I'm sorry to have troubled you," she whispered against his shoulder.

Neal released Wendy and patted her hand comfortingly. "It was no trouble. The important thing is that you're better, and that we're bringing you to your brothers," he told her.

"Thank you, Bae. Do you think my brothers will recognize me?" Wendy asked. "I hardly know my own face in the mirror right now."

"Wendy, you look beautiful," Neal assured her. "I know that John and Michael will be ecstatic to see you."

Wendy's cheeks turned pink. She was saved from saying anything by the arrival of David, Henry and Emma climbing the stairs topside.

"Wendy! You're all right!" Henry exclaimed happily. He ran over to where she and Neal were standing. His eyes widened as he took in her new appearance. "You got taller," he remarked.

Wendy laughed shyly. "I suppose I did," she agreed with a smile.

"You must be hungry. I know I am," Mary Margaret said to Wendy. She looked to everyone else on deck. "Anyone else starving?"

Henry shook his head. "We found the galley. We had porridge with chocolate and peanut butter!" he said gleefully. He turned to Killian. "That pot is so cool!"

Killian chuckled. "I'm partial to honey and ginger, myself," he replied.

Henry's eyes grew large as he realized exactly how magical the porridge pot actually was. His mouth started watering as he thought about all the flavours of porridge he could try.

Emma rolled her eyes as Henry practically dragged Mary Margaret to the galley. "I hope he doesn't make himself sick," she remarked.

"I'm sure he'll be fine," David told her. "He definitely wasn't having three meals a day in Neverland." He headed to the helm so that Neal and Killian could spend time catching up with Wendy.

"I'm glad you're feeling better," Emma told Wendy sincerely, before following her father so that she could surreptitiously observe the two men who were vying for her affection interact with the younger woman. Something drastic had obviously happened because the animosity between them that had been prevalent in Neverland now seemed non-existent. She felt a twinge in her chest as she watch them laugh heartily at something Wendy had said, and frowned slightly.

"What's wrong?" David asked, noticing her expression.

Emma shook herself, snapping out of her pondering. "Nothing," she said dismissively. "Just thinking about stuff."

"Honey, you know I'm here of you ever need to talk," David told her. "Your mother, too."

Emma smiled and reached out to squeeze David's arm affectionately. "I know. Thanks, David," she said. She looked over and saw that Mary Margaret and Henry had returned and they'd brought Wendy a bowl of what was likely to be porridge. The three of them were sitting on various crates and barrels as they ate their breakfast and chatted pleasantly. Killian and Neal had moved away slightly, to give them some room, and Emma felt her frown return as she realized they both still had their attention focused on Wendy.

Meanwhile, oblivious to what was going through Emma's mind, Killian and Neal continued to discuss their friend and the changes she'd gone through.

"I'm surprised you had boots lying around that were small enough for Wendy to wear," Neal remarked, unable to take his eyes off of Wendy.

Killian sighed. He'd not been looking forward to this moment. "They belonged to your mother," he said softly. "The boots, the trousers and the shirt were all Milah's. The vest was mine. And the jacket…"

"Is mine," Neal realized, recognizing the garment he'd lost the night he'd left the Jolly Roger. He stared at Killian with an unreadable look in his eyes. "I can't believe you kept it all this time."

Killian tried to brush off the significance of his actions. "It was in the cargo hold. It was a perfectly good jacket. It would have been pointless to let it go to waste," he replied, trying to sound dismissive.

Neal let the matter go. It was clear that Killian didn't want him to read to much into the jacket, but still, Neal was touched that that other man had kept it. It warmed his heart now to see Wendy wearing it, along with his mother's clothes. "You know, when we get to Storybrooke, you and I are going into a proper bar and getting completely hammered," he said. "We'll hash everything out then. One or both of us will probably need stitches and I can definitely see the police throwing our asses in the drunk tank."

Killian couldn't keep the smile off his lips as he nodded. "I'd like that, Bae," he replied.

Some time later, Neal had taken over at the helm after Henry had begged David for another sword lesson. The boy had found a crate full of weapons in the cargo hold and had convinced Killian to let him borrow a pair of jewelled rapiers, which, Killian had allowed, pending Emma's permission as well. So, the sound of clashing metal filled the air as grandfather and grandson moved about the deck, while Emma and Mary Margaret watched; their expressions a perfect mix of fondness and trepidation.

Tinker Bell had flown off earlier, saying she wanted to explore the remains of the Enchanted Forest before going to Storybrooke. She promised to return before nightfall.

Killian and Wendy were standing at the helm with Neal as Wendy told them of her ordeal in Neverland. Her voice faltered several times but she persisted, strengthened by the silent support of the two men beside her.

"I'm so glad we've left. It feels like another lifetime," Wendy remarked as she paced the deck. She took a seat by the mainmast and leaned her head against the wood. She gave Killian a wry smile. "Now, I'm a pirate."

"A pirate, are you? Let's have a song then," Killian commanded with a smile.

Wendy blushed. "Oh, I couldn't!" she protested, looking bashfully over at David, Mary Margaret, Emma and Henry.

"Come on, sing something, Wendy," Neal urged. "We've got nothing to do until my father and Regina get back. I used to love hearing you sing."

"Yes, please sing," Mary Margaret said with an encouraging smile. "I'm sure you have a lovely voice."

"Coming from Snow White, that's a huge compliment," David chimed in. He and Henry had finished their lesson and were catching their breath, leaning against the railings.

Wendy could feel herself giving in to their pleas. She thought about which song she would sing and looked to Killian. "You'll sing with me?" she asked hopefully.

Killian found himself unable to refuse. He looked around and saw that there was no lack of skepticism on the faces of his would-be audience. Emma's expression was slightly challenging, as if daring him to sing. Killian nodded. "Of course, my dear," he assured Wendy. He took a seat beside her and waited for her to begin.

Wendy closed her eyes as she tried to recall the words that Killian had taught her so long ago. She took a deep breath and began to sing.

"I am a young maiden, my story is sad;  
"For once I was carefree and in love with a lad.  
"He courted me sweetly by night and by day,  
"But now he has left me and gone far away."

As Wendy started in on the chorus, she heard Killian's smooth tenor join in and she opened her eyes and they shared a smile as his voice harmonized with hers.

"Oh, if I were a blackbird, I'd whistle and sing;  
"I'd follow the ship that my True Love sails in.  
"And on the top rigging I'd there build my nest,  
"And pillow my head on his broad golden chest."

Killian's voice fell away as Wendy sang the next verse. Caught up in the song, she smiled tenderly at the man sitting next to her.

"My True Love is handsome in every degree;  
"My parents despise him because he loves me.  
"But let them despise him and say what they will,  
"While there's breath in my body I'll love that man still."

Emma couldn't fight the prick of jealousy she felt as Wendy sang to Killian. They looked so comfortable together, and the words of the song resonated within her. The parallels between the characters in the song and her and Killian were obvious.

Killian joined in as they sang the chorus again, and then, it was his turn to take the lead. Almost unconsciously, his eyes searched out Emma's face and he held her gaze with his own.

"If I was a scholar; could handle a pen;  
"One secret love letter to my True Love I'd send.  
"I'd tell of my sorrow, my grief and my woe;  
"If I could but find her I'd crown her with gold."

Emma found herself unable to look away from Killian's intense blue stare. Not to mention, he had a beautiful singing voice that gave her goose bumps. She seemed to forget how to breathe, and her mouth ran dry. She was afraid she was about to do something embarrassing, like throw herself at him, when, Killian broke eye contact to sing the chorus with Wendy again. The connection broken, Emma sucked in a lungful of air, much to Mary Margaret's amusement, having witnessed the entire scene.

Killian sung the last verse to Wendy, his eyes filled with laughter.

"I promised to take her to Donnybrook fair;  
"To buy her red ribbons to tie in her hair."

As he sung that line, Killian reached out to tweak the red bow in Wendy's braid, making her giggle.

"And when I return from the ocean so wide,  
"I'll take her and make her my own loving bride."

Killian wrapped his arm around Wendy's shoulders as they sang the chorus one final time. They swayed side to side gently, in time with the rocking of the ship. This time, Killian sang the melody, while Wendy provided the harmony.

"If I were a blackbird, I'd whistle and sing,  
"I'd follow the ship that my True Love sails in;  
"And on the top rigging I'd there build my nest,  
"And pillow my head on my young lover's breast_."_

Henry applauded loudly, whooping enthusiastically. David and Mary Margaret followed suit, with slightly less intensity but the same level of sincerity. Emma and Neal's applause, by comparison, was almost reluctant.

"That was amazing!" Mary Margaret gushed. "Such a beautiful song!"

Wendy smiled modestly. "Thank you," she demurred. She glanced to the man at her side. "Killian taught it to me."

"Seriously, that was great," Henry told them honestly.

"Thank you, lad," Killian replied, smiling. He looked around and saw that Emma had disappeared down below. He wanted to hug Wendy for choosing that particular song to sing. While it did showcase her beautiful voice, he also found it very significant with regards to him and Emma. After a few whispered words in Wendy's ear, he got up to search for Emma.

Meanwhile, Neal was conflicted. For some inexplicable reason, he had the overwhelming urge to punch Hook in the face. And all he'd done was sing a song. Really well. He had no idea why he was feeling this way. Hook hadn't done anything to violate their unspoken truce. He looked over and saw Wendy looking at the pirate with admiration in her eyes and he realized that he was envious of all the time she was spending with Hook instead of him. His hands clenched the wheel tightly as he watched Hook whisper something in her ear, and she smiled and nodded. Wendy was his friend too, why should Hook get to monopolize all of her time?

Just as he was thinking that, he watched as Hook headed below deck. At the same time, Wendy made her way to the helm smiling brightly at him. Whatever Neal had been thinking about before faded away as he returned Wendy's smile.


	5. Chapter 5

AN: Sorry for the long delay between chapters! I've been incredibly sick since the beginning of December. I hope everyone else's holidays were better than mine. One good thing about sick leave though is that I've had more time to write. Killian's lessons on sword fighting are taken from wikiHow. I probably went a little overboard, but I was really into fencing when I was younger. Ha.

Legal Disclaimer: I do not own Once Upon A Time or its characters.

* * *

Chapter Five

Killian found Emma brooding on her bunk. Apparently, she was so deep in thought that she didn't notice him enter the crew quarters. "Didn't you like my song, love?" he asked, announcing his presence, and making her jump. Killian smiled to himself, pleased to have caught Emma off-guard.

Emma cursed herself for not paying attention. Damn that pirate and his ability to get under her skin. She cast a bored glance at Hook. "It was fine," she replied, trying to sound unimpressed. "You have a nice voice."

"Now, was that so hard?" Killian asked teasingly. "You would think I'd asked you to compose an epic poem about me." He sat down across from her, ignoring the way she tensed up. "Now, what shall we talk about?"

Emma looked at him warily. "We have nothing we need to talk about," she informed him. She shifted away from him. It was difficult to think straight when he was around. Everything about him filled her senses; his scent, the sound of his voice, his crystal blue eyes. It was distracting, to say the least.

"I beg to differ, darling," Killian countered. "We have much to discuss."

Emma felt a headache coming on. She pinched the bridge of her nose. "Hook, it's not that simple," she protested. Her voice was filled with frustration. "Yes, I have my son back, but is he okay? What horrors did he witness? What did Pan do to him? What did the Lost Ones do to him? I'm so happy to have him back, but I haven't had a chance to let him tell me what he'd gone through in Neverland.

"Neal is back in my life; back in Henry's life. I have to figure out how the three of us fit together now, so that Henry is happy; not to mention including Regina in those plans," Emma laughed humorlessly. "I can just picture Thanksgiving and Christmas this year." She waved off Killian's confused expression. "Family holidays."

"So it's time that you need?" Killian inquired, looking to Emma for confirmation. He watched as she nodded warily. "As you wish, love. I can wait."

Emma eyed him suspiciously. "For how long?" she asked, her tone doubtful.

Killian leaned in close, his mouth millimeters away from Emma's skin. "Darling, I waited three hundred years to face the Dark One again. I've no doubt that I've the patience for you," he murmured into her ear. He allowed himself a small smirk of satisfaction as an involuntary shiver ran through Emma's body. "On my word as a gentleman, I promise not to interfere while you and Bae try to reconnect." He withdrew back into his own space and took in Emma's appearance.

Clearly, she'd been affected. Emma's eyes were tightly shut, and her hands were clenched in the bedding of her bunk. Slowly, she opened her eyes and ignored the way her heart pounded when his breath had tickled her ear. "So you'll just back off and leave me alone?" she asked dubiously.

Killian smiled slyly. "I agreed to no such thing," he replied silkily. "In no way will I attempt to break up your boy's family, but you must agree to neither ignore, nor avoid me if we happen to run into each other. That's simply bad manners."

"Manners," Emma scoffed disbelievingly. "What are manners to a pirate?"

Killian's mouth twisted into a frown. After all this time, despite his flirting and innuendo, he'd never acted upon his words, giving Emma the choice to walk away. Emma had initiated their kiss, and he'd happily, and enthusiastically, gone along for the ride. It stung him that she still saw him as an immoral, bloodthirsty pirate, even after everything he'd done to help her and her family. The muscles in his cheek twitched as he clenched his jaw, trying to collect himself. When he finally spoke, his voice was eerily calm. "As I told you, back on that wretched island, I believe in good form. There will be no underhanded tactics, no schemes or ploys. I was raised to have honor," he informed her succinctly. He stood and strode out of the room, his leather coat rustling behind him.

Emma was speechless as Killian made his exit. She knew she'd committed some sort of faux pas, judging from his reaction, but wasn't clear on what exactly had transpired. She decided to give him a wide berth until she was able to rectify the situation.

* * *

After giving Killian several minutes to cool off, Emma found him on deck instructing Henry with a sword. Neal and Wendy were pacing nearby, both holding swords of their own, aiding in the demonstration. She joined Mary Margaret and David by the wheel, where the latter was watching the lesson with a rather forlorn expression on his face. Emma couldn't help laughing. "You look like your dog just died," she remarked.

Mary Margaret laughed as well. "He's pouting because Henry asked Hook for a lesson," she explained. "He wanted to be taught by a pirate." A fond smile graced her lips as she watched Hook patiently correct Henry's posture and grip.

* * *

"Relax," Killian advised as he squeezed Henry's shoulder. "This is just practice. While it's perfectly understandable to tense up in combat, you must make every effort to stay calm, keep the muscles loose, and regulate your breathing. If you're tight, you cannot act with speed, which can be deadly."

He moved to stand across from Wendy to demonstrate his next instructions. "Keep your body balanced so you can strike or parry without being hit," he said. He tapped the flat of his blade lightly against Wendy's booted ankles and then moved it up to her shoulders. "Always have your feet shoulder wide and when you move, move so your legs spread apart. Never have your feet close to each other." He tapped Wendy's hands, which gripped the sword's hilt. "Hold your sword so you can handle it with ease." At half-speed, he advanced on Wendy with measured, exaggerated strikes which she parried easily. Then, he retreated as Wendy launched her own slow, demonstrative attack. "Watch your opponent's movements and learn when she moves in to attack and launch a counter strike. When you parry, you keep the blade close to you so you don't stretch out to block and always try to counter your opponent's attack."

Killian then moved to stand across from Neal and saluted the other man with his sword. He waited for Neal to return the salute and fell into a fighting stance. "Your footing and proper foot placement is key for balance. The more of the sole of your foot that touches the ground, the more grounded you are, giving you greater strength in your attacks," Killian said. For every step Killian took forward, Neal retreated, and vice versa, as if connected by an invisible tether, always maintaining the same distance between them. Their feet made shuffling sounds across the deck as they illustrated Killian's words. "To keep your balance, try to slide your feet rather then lift them up and stepping. Leaning forward and lifting up your heel also reduces your grounding, so be cautious with how your feet are placed and used during each strike because you give great opportunity for your opponent to knock you over. " With those words, Killian and Neal engaged for a few moments at full-speed combat, the sound of colliding metal filling the air.

Finally, Killian stepped back and saluted Neal again, returning to his original position across from Henry. He swung his sword around in an all-encompassing circle. "Always assess the situation. Crafty fighters always strive to be aware of their surroundings, their assets and liabilities, and those of their opponent.

Everyone has a weakness. For instance, small opponents can frequently be overpowered, tall people have longer reach but often leave their legs exposed. That being said, it may be that you won't have time to come up with a plan, so try to do this as quickly as possible." He gestured for Henry to attack him and easily disarmed him in seconds, sending the boy's sword skittering across the deck.

Killian stepped back and stifled a grin at Henry's surprise. Obviously, Charming had gone easy on his grandson when they'd practiced in the past. "Try again," he ordered.

Henry picked up his sword and saluted Killian. Then, he lunged forward. He'd barely managed to swing his sword when the older man caught him by the shoulder with his hook and pushed him back. "Engage with care," he said patiently. "If you charge in recklessly, especially against a trained fighter, he may just wait and let you impale yourself on his sword. By engaging carefully, you're able to maintain control and focus at all times. This also will allow your best defense, which most of the time is just sidestepping your opponent's attack, potentially saving your life and allowing the opening for your winning blow."

Henry nodded and took a deep breath to try and calm down. Dueling with Killian was definitely not as easy as dueling with his grandfather. He gripped the hilt of his sword and focused on Killian's instructions. The pirate proceeded to attack at half-speed, giving Henry plenty of time to parry each thrust, while maintaining proper posture and footing. Killian voiced his approval, causing Henry's confidence to increase.

* * *

"He's a good teacher," Mary Margaret observed.

Emma nodded in agreement. Henry had obviously been caught unaware at his lack of skill in comparison to Killian, but he was eager to learn and improve.

"I could have taught him that," David muttered, causing Emma and Mary Margaret to snicker. However, he grudgingly admitted to himself that the pirate's form and technique were impeccable.

* * *

"Full speed," Killian called out, indicating that Henry should try again at full strength. Within seconds, Henry's sword went flying across the deck again.

Henry couldn't help yelling in frustration. "Why can't I win?" he demanded.

"Henry, remember that there are no awards in a sword fight," Killian said. "First place means you're still standing when the fight is over. Second place leaves you dead. Once you set out to fight someone with a sword, your ultimate goal is survival, not a prize."

Henry nodded, chastised. "I'm sorry, Captain," he apologized.

Killian saluted Henry and sheathed his sword. "You can't expect to be perfect after just one lesson," he said, trying not to sound condescending. He gestured towards Wendy and Neal. "Just ask this lot."

Neal nodded in confirmation. "It's true, kid. He never let me win," he said. "And I'm a better swordsman for it. It just made me try harder."

"I earned my victory," Wendy chimed in kindly. "And it was no easy task."

"Wait, you won against Hook?" Neal asked in disbelief.

"Just once," Wendy said modestly. "It was a sparring exercise."

"Don't be so humble," Killian laughed, smiling affectionately. "You were one of my best pupils."

* * *

**Flashback**

Killian and Wendy stood on the deck of the Jolly Roger, facing each other. It had been weeks since Wendy had been rescued by Killian, and she was taking to a life at sea with enthusiasm. Wendy was dressed as a cabin boy, with a plain cotton shirt and breeches, as no other clothes on board were small enough to fit her. She held a rapier in her right hand and a dagger in her left, directing both blades at Killian. Killian, on the other hand, had adopted a casual pose, his sword still sheathed and hanging at his hip. His hook curved around the scabbard, just above the hilt.

"Draw your sword before you engage. It takes longer to draw a sword than it does to get hit," he instructed. Then, without warning, Killian's sword seemed to fly out of it's sheath, clash against Wendy's sword in a rain of sparks, and slide back to where it had been resting against Killian's hip.

"On the other hand, if your sword and scabbard are suitable for a quick draw, and you practice, this can be a great surprise attack," he told her.

Wendy gaped at Killian, who was smirking. "How did you do that?" she marvelled.

"Practice," Killian replied simply. "Now, remember to have a strong defense. Missing one block or parry can be ruinous, so protect yourself well. Maintain your sword in a position that runs from the bottom of your torso to the top of your head. This is a middle position, suitable for any skill level, that will enable you to respond to an attack with reasonable speed, and also gives you many angles for your own strikes." He drew his sword again and advanced slowly so Wendy could parry his blows while concentrating on her form.

"Keep your weapon ready," Killian went on as he continued his slow attack. "Generally, your sword should be extended a comfortable distance away from your body, and toward your opponent's throat, or perhaps their eye. This is referred to as putting them 'on point'. It serves as a ward against an opponent who must, after all, get through your sword first, and can be quite intimidating, especially to an inexperienced fighter."

Killian began to speed up his attacks, adding a little more force to each blow. Wendy faltered for a moment but then strengthened her defence to match without complaint. Killian nodded approvingly. "Remain calm and confident. Poise can decide a fight as surely as the sword, and is an effective stratagem. If you are nervous or frightened, your opponent may try to take advantage of your lack of confidence and attempt to goad you into making a mistake. Cool warriors tend to make others wary, or even unsettled. You may also choose to show aggressiveness and intimidate your opponent instead, or even pretend to be scared, in the hope of lulling your enemy into making a critical error."

"Where did you learn to fight?" Wendy asked as she deflected Killian's blade. Killian's teaching style was very formal and proper, a vast difference from his usual, easygoing nature. They were duelling at full speed now. She lunged at an opening, only to have her sword glance off the curve of Killian's hook.

"In the Royal Navy," Killian replied, without pausing. "I also learned a few things during my travels as a pirate." He swiped at Wendy, causing her to duck under his blade. "I had some very exacting taskmasters."

Wendy slashed at Killian, only to have her sword slice through the air where the pirate had stood barely an instant before. As the duel wore on, Wendy fought the feeling of frustration that would usually set in after a long training session. Killian offered no quarter during their lessons, and Wendy was glad for that, but still, she wanted to beat him, just once. She focused on staying calm, as Killian had taught her, even though she was starting to tire.

"You're doing much better, lass," Killian complimented as he dodged Wendy's blade. "We can stop whenever you'd like."

Wendy shook her head stubbornly. "I want to keep going," she insisted determinedly, even though her arms felt like lead.

Killian frowned slightly at Wendy's demeanor, but nodded in acceptance. He admired her resolve but hoped that she wouldn't push herself too far. Unfortunately, that didn't seem to be the case as she inelegantly feinted to the side and the tip of Killian's blade caught her forearm. Wendy hissed in pain as the sleeve of her shirt bloomed red.

Killian froze at the sight of Wendy's blood, but before he knew it, the tip of Wendy's dagger was resting against his throat. "I believe you're dead, Sir," Wendy declared, trying not to smile too widely.

"Bloody hell, lass!" Killian laughed in surprise. "Well done, my dear!" He pulled back and saluted her with his sword. "Are you all right?"

Wendy returned the salute and then examined her arm. "It's just a scratch," she assured him. "But you forgot your own lesson: expect to be cut, or worse."

Killian nodded in acquiescence. "Too right, lass," he agreed as he slid his sword back into its scabbard. "Let's get you patched up."

Wendy sheathed her blades as well and followed Killian to the ship's medic.

**End Flashback**

* * *

Neal couldn't help feeling stung at Hook's praise of Wendy. While he knew that she was perfectly capable of taking care of herself, on some basic level, it was a blow to his ego that she'd been able to best the legendary Captain Hook. He was shaken from his brooding when the lady in question nudged his arm.

"Fancy a go, Bae?" Wendy asked hopefully.

"Uh…sure," Neal replied, somewhat dubious.

"Well, don't sound too eager," Killian chided good-naturedly. "I'd like to see some results of the effort I put into the training of you two, if it's not too much trouble. "

"Yeah, I want to see too!" Henry chimed in, getting excited at the idea of watching his father in a proper sword fight, without any threat of serious injury.

"All right, fine, let's give them a show," Neal agreed, rolling his eyes. He smiled reassuringly at Wendy and saluted. "Don't worry Wendy, I'll go easy on you."

In return, Wendy's smile was less friendly. "I won't," she cautioned, saluting. She gave no other warning, as she lunged forward with a vicious slash.

Neal was barely quick enough to parry the blow, and soon found himself being forced backwards. He stared at Wendy in amazement as she expertly attacked, using her size and speed to her advantage. A layer of sweat broke out across his brow as he defended himself against her blade. Minutes later, a mistaken lunge allowed her to disarm him easily and she placed the tip of her rapier at his throat.

"Dead," she pronounced with a satisfied smile.

"My star student," Killian declared proudly. He draped an arm across Wendy's shoulders. "That was impressive, love." He gave Neal a reproachful look. "I believe I taught you to never underestimate your opponent."

Rather than argue, Neal took the criticism gracefully. He sketched a bow to Wendy. "I hope we can keep practicing together," he told her sincerely. "You're really good."

Wendy smiled at the compliment. "Thank you, Bae," she replied. "I'd be happy to train with you."

For a moment, Neal was mesmerized by the way Wendy's face lit up when she smiled. The way her eyes sparkled stirred something in him he was unable to identify, yet felt oddly familiar. Mentally, he shrugged it off, chalking it up to memories of when he lived with the Darling family, and focused his attention back on his dueling technique.

* * *

Killian left Henry to continue practicing with Neal and Wendy to join Emma and her parents at the wheel. "Any sign of Tink?" he inquired.

David shook his head. "And none of Regina or Gold yet, either," he added.

"What if they don't return in time?" Mary Margaret worried.

"Then we find another way to save your husband, your Grace," Killian stated with conviction. "We have the water, and, failing that, we now have pixie dust as well."

"We can't use the pixie dust, we need that to get home," Emma protested.

Killian couldn't believe what he was hearing. While a happy ending was still far off, at that very moment, they were in the least amount of danger possible, and they couldn't even appreciate that things were taking a turn for the better. "Perhaps you should all stop fretting about something might not happen. I'm sure you've all more pertinent things to be thinking about," Killian advised testily. He turned to leave. "If you'll excuse me, I have to take an inventory of damage and I haven't had any time to do so as of late."

Something, akin to guilt, compelled Emma to try and make Killian stay and talk to her. In her mind, she quickly ran through possible civil approaches, but unfortunately for her, snark won out. "You could have let Henry win," Emma said to Killian's retreating back.

Killian paused and cast a glance over his shoulder. "And how would that have helped the lad?" he countered reasonably. "Your father's been that doing this whole time and look where it got him."

Emma took Killian's words as a personal attack on her parenting skills and glared at him. "It must make you feel so good to defeat an eleven year-old," she remarked snidely.

"Emma! That's not fair!" David chastised. "Hook is right, I'm not doing Henry any favors by letting him think he can beat me in a fight. He has to be taught properly, and Hook was doing that." David looked at Killian with gratitude. "Thank you."

Killian nodded in acceptance. He turned to Emma. "Let me tell you something, Swan. The sword is a weapon. The art of sword fighting is an art of killing. That is its true nature, even if you dress it up with pretty words, like dueling or fencing. The art of the sword is to kill or incapacitate your opponent in the shortest possible time, with the least amount of effort. Once you've engaged in combat, you fight to win. Compassion, chivalry, and good sportsmanship are wonderful concepts, but if it's a choice between you or your enemy, the choice is obvious. Often, the fighter who is more willing to be merciless will be the one left standing after a battle. It's a sad truth, but a necessary one to learn.

"When I teach someone the sword, I make them practice exactly as they would fight, because they will fight the way they were trained. Otherwise, they risk developing bad habits that could ultimately prove fatal. If you've a problem with what I'm teaching, then I would suggest that you tell your son to put thoughts of sword fighting out of his mind for the rest of his life and find some other interest to occupy his time."

For the second time that day, Emma was rendered speechless by Killian's words. She was actually embarrassed by her irrational behavior. She opened her mouth to apologize, but no words came out.

Mary Margaret stepped in, trying to play peacemaker. "Hook, you're a good teacher for Henry," she said, her tone placating.

"Your Grace, with all due respect, I am an excellent teacher," Killian interrupted. "I've studied the sword for longer than any of you have even been alive."

"We just want Henry to be safe," Mary Margaret protested.

"And I'm teaching him to protect himself properly," Killian argued. "If your concern is that Henry may get injured while I'm teaching him, then perhaps it's best if he does not seek me out. A sword is not a plaything." Without waiting for a reply, he turned and left.

"He's right, you know," David said, once Hook was out of earshot. "We can't sugar-coat the situation just because we're not happy with it. We need to be realistic."

"When is Henry going to need a skill like sword fighting once we get back to Storybrooke?" Emma questioned.

"Honey, as much as I would like to hope that he'll never need it, you and I both know that's probably not the case," David replied gently. "Life is too unpredictable in our family."

Emma laughed humorlessly and nodded in agreement. She watched as Hook checked a section of rigging, testing the rope and the knots that had been tied. "I need to apologize to him," she admitted.

"Maybe you should ask him for a lesson," Mary Margaret suggested. She saw the twin expressions of surprise on the faces of her husband and daughter and went on to explain. "We all know that actions speak louder than words; if you ask Hook to teach you the sword, it would probably go a long way in letting him know that you trust his teaching methods and Henry's safety."

**Try something new, darling. It's called trust.**

Hook's words replayed in Emma's mind. As much as she hated to admit it, she did trust him, but she was afraid of what that meant. And despite all of her bravado and sarcasm, she was terrified to find out. Instinctively, she withdrew behind her walls. "I don't need Hook to teach me how to fight," she scoffed. "I beat him, not to mention fought a dragon."

"I hate to say this, but I think he let you win at Lake Nostos," Mary Margaret said as she thought back to the fight in the Enchanted forest. After witnessing Killian's skill while teaching Henry and comparing it with what she'd seen back at the Lake, it was obvious that he had been holding back.

"What are you talking about?" Emma demanded. "That's ridiculous. Why would he let me win?"

"That's a question you should be asking him," Mary Margaret replied, although she had her own suspicions. She exchanged a glance with her husband, confirming that he was thinking along the same lines as her.

Emma fell silent as the implications of Hook throwing the fight ran through her head.

**I just can't take a chance that I'm wrong about you. I'm sorry.**

She'd been so wrong about so many things about him. And she needed to prove that she was sorry.


	6. Chapter 6

A/N: Here's another chapter completed! The next one should see everyone safely back in Storybrooke. With regards to Hook's flashback in this chapter, the story is a Japanese fairy tale, called Lord Bag of Rice. I tinkered with it so it was more Killian's style. Also, it explains the moves Killian did during his sword lesson in the previous chapter. It's a Japanese martial art called iaido. My Captain Hook (only in my dreams) is very well-traveled, so you'll probably see a few more stories from other cultures in his back story as this tale continues.

Legal Disclaimer: I do not on Once Upon a Time or its characters

* * *

Chapter 6

Later that day, Regina and Rumpelstiltskin reappeared in a cloud of purple smoke. Henry excitedly greeted his adoptive mother with a tight hug, which Regina was all too happy to receive. "I was worried about you," Henry murmured against the fabric of her jacket.

Regina smiled, fighting the urge to tear up, just a little. "Really? I've been gone less than a day." She pressed a kiss to the top of Henry's head and returned the hug just as tightly.

Henry nodded. "I worry about you when you're not around," he replied sincerely. What he didn't say aloud was that he'd been gripped with fear the moment Regina had left his line of vision, afraid that he'd never see part of his family again.

"Is it done?" Mary Margaret asked hopefully.

Rumpelstiltskin nodded and held up a tiny glass vial. "The elixir to counteract Dreamshade," he pronounced. He offered the vial to David. "Your Highness, as promised."

"Thank you." David took the vial, opened it, and drank its contents quickly. He sighed in relief as he felt the potion starting to work inside his body. He met Mary Margaret's gaze and nodded in confirmation. He was thrown back by the force of her hurling herself into his arms. He laughed and spun her around joyfully as she covered his face with kisses. They moved to a semi-secluded spot on deck to have a private conversation.

Emma couldn't help smiling at the way her parents were acting. It was heart-warming to witness the depth of love they shared; just as long as they kept things G-rated in front of her. They were still her parents, after all, despite being the same age as her.

"Thank you, Papa," Neal said gratefully.

"You're welcome, Bae," Rumpelstiltskin replied, smiling tiredly. "Now if you'll excuse me, it was quite exhausting to make that, so I'll go below to get some rest." Neal realized how draining the effort was to make David's cure and helped his father down below deck.

"What was Mr. Gold's lab like?" Henry asked. He'd yet to let go of Regina's arm.

"Pretty boring," Regina replied with a smile. She jokingly attempted to downplay the lab. "Dead things in jars, powdered gems, dried plants…"

Henry's eyes lit up with interest and he pulled Regina away to pepper her with questions about potions and magic.

"So all we're waiting for is Tinker Bell, and we can get back to Storybrooke," Emma said.

"Someone mention my name?" A flash of green, and the aforementioned fairy appeared human size, standing before them. She appeared to be recovering nicely. Her outfit seemed more polished, more green. She turned to Killian. "Head out for the open ocean, Captain, and I'll be able to create a portal by tomorrow morning."

"Aye, Tink." Killian nodded from the helm and proceeded to take the ship out of the bay. There was a good amount of wind blowing; it would be easy work to get the Jolly out to sea.

Tinker Bell reverted to fairy size and flew up to the top of the mainmast to resume her magical recuperation. Wendy climbed up the rigging to join the fairy and keep her company. With the agility of a cat, she settled into the crow's nest and looped her arm through some rope for safety.

Once Killian was assured of everyone's location and safety, he focused his attention on navigating his ship through the rocky bay. He wasn't surprised when Emma joined him at the helm. He nodded, but didn't acknowledge her presence any further, unsure of where things stood between them after their previous discussion.

"Can I get you anything?" Emma offered after several minutes of silence.

Killian fought down a smile at Emma's attempt at small talk. While he was still a bit sore from their earlier conversation, he recognized an olive branch when it was extended. He decided to have mercy and refrained from his usual teasing. "No, thank you, I'm fine for now," he replied. He gestured to the wheel. "Would you care to try?"

Emma eyed the wheel doubtfully. "I don't know," she said uncertainly. She looked out at the water and the jagged rocks at the mouth of the bay. "There are a lot of rocks out there."

"I'll help you, of course," Killian promised, stepping back from the wheel. "Trust me."

**It's called trust.**

Emma nodded, knowing she needed to try and fix things between her and Hook. "What do I do?" she asked.

Killian tapped at the scratch marks by the wheel. "Port. Starboard," he said, stepping back. "Turn the wheel when I tell you to."

"Aye, Captain," Emma replied with a smirk. She expected a smile, but as with Henry's sword lesson Killian's demeanor was authoritative. Emma placed her hands at the wheel and awaited further instructions.

"See the largest gap between the rocks? That's where we want to go," Killian told her. "Look all around the ship. See the strips of cloth? Telltales. They show you which direction the wind is coming from.

Emma looked up and nodded, seeing the brightly colored fabric flapping in the breeze.

"Now, go two notches port, to point the ship into the wind," Killian instructed. "The idea is to have the least amount of wind resistance. In this position, the sails won't snag, either. The ship will turn readily because it's already under way, but it won't always be the case, such as when you're taking her out of dock."

Emma turned the wheel as Killian directed, and felt the ship change its direction. The sails billowed with wind and the ship headed towards the mouth of the bay. She looked to Killian for approval, who nodded encouragingly.

"You're doing fine," he assured her. "Go another notch to port."

Emma turned the wheel and felt the ship move again. She smiled, feeling a sense of power as she controlled the vessel. "Maybe after we're done with sailing, you can give me a sword lesson," she suggested, striving for a casual tone.

Killian accepted the unspoken apology. To him, the intent was more meaningful than hearing the actual words being spoken by Emma. Especially when they were on such tenuous ground at the moment. "One thing at a time," he promised. "I'll make a sailor out of you yet."

Emma laughed self-deprecatingly. "Sure, just give me ten years on board," she responded.

"With pleasure," Killian replied, forgetting himself. Inwardly, he winced, cursing himself for falling back into flirting with Emma again. He had to prove that he was honorable. To Emma and to himself. Steeling himself, he called to mind all of his officer's training.

Suddenly, the wind changed, causing the ship to lurch, and Emma found herself pinned between the wheel and Killian's body. His arms reached around her to grasp the wheel and adjusted the ship's heading to accommodate the direction of the wind. Emma's heart was pounding at the feeling of being so close to Killian, his head beside to hers. She risked a glance at his face and couldn't help being disappointed that his attention was solely focused on maneuvering his ship through the rocky bay.

Emma took advantage of Killian's focus and savored the raw maleness of his presence. Her nose was filled with the scent of leather, salt and rum. _Eau de pirate_, Emma smiled to herself. It would fly off the shelves. His body radiated warmth, something she appreciated as wind rippled across the deck.

"Everything all right, Hook?"

Killian stepped back quickly, releasing Emma from the confines of his inadvertent embrace. He turned to the speaker of the question, David, who was eying the pair at the helm with mild concern. "Apologies, your Highness. I needed to make some hasty course corrections to avoid the rocks," he explained. Killian raised his voice. "All present and correct?" He listened as various passengers voiced their state of well-being.

Killian turned his attention back to Emma. She was looking at him oddly and he realized that he'd almost crushed her beneath his body moments earlier. She must have been caught completely off guard. He was surprised he hadn't been punched for invading her personal space like that. "Sorry for usurping your lesson," he apologized. He indicated the wheel. "Fancy another go?"

Instantly, Emma pictured Hook pressing her up against the wheel, face to face this time, and her cheeks flushed with heat at the mental image. She coughed, embarrassed. "Um, I think I'll leave it to the experts," she stammered. "Thanks for the lesson." She beat a hasty retreat.

Killian stared after Emma, puzzled.

* * *

Henry woke up, choking back a scream. He looked around and realized that he was in his bunk on the Jolly Roger. He clenched his fists in his blanket as he reminded himself that he'd been having a dream. He wasn't in Neverland anymore. He looked around the crew cabin and sighed in relief that everyone was still asleep. Quietly, so as not to disturb anyone, he made his way topside. There, he found Hook at the helm. A full moon was out, washing the deck of the ship with soft light.

"Shouldn't you be asleep, lad?" Killian asked once he'd caught sight of the boy.

Henry shrugged nonchalantly. "I'm not tired," he replied, taking a seat next to the pirate on a nearby barrel.

Killian's gaze narrowed as he studied the boy. Henry's eyes carried a haunted look that was all too familiar to the pirate. He'd seen it in the eyes of anyone who'd been in Neverland for any amount of time, himself included. "Well then, make yourself useful," he ordered, stepping back from the wheel. He smiled to himself as he watched Henry's eyes light up as he leapt to his feet, eager to steer the ship.

"What are you going to do when we get back to Storybrooke?" Henry asked, holding the wheel steady.

Henry's question caught Killian off guard. In all honesty, he'd been so preoccupied with what Henry's rescue that he hadn't had time to think about the future. "I hadn't really thought that far," Killian admitted. "I definitely need to restock my supplies and put in for some repairs. With everything the Jolly's been through, I've no idea how long that will take."

"And after? Where will you go?" Henry questioned. He was enjoying Killian's company and wasn't looking forward to him leaving. He was Captain Hook, for goodness sake! An honest to goodness pirate! If that didn't top the list of coolest people to know, Henry didn't know what did.

Killian shrugged. "I haven't decided. There's time, yet."

"You could stay," Henry suggested. "In Storybrooke, with us."

Killian laughed humorlessly. "I appreciate the invitation, lad, but I don't think your townspeople would welcome a pirate," he replied. "Besides, you've already got enough villains."

Henry frowned at the self-loathing in Killian's tone. "You're not a villain," he objected. "You helped save me, my dad and Wendy. You're definitely a hero."

"Heroes save everyone," Killian countered, thinking about Milah, Liam and the crew he'd lost on his first trip to Neverland. He couldn't keep the bitterness out of his voice.

"David was a shepherd before he slew a dragon. Emma was a thief before she broke the curse," Henry argued. "Maybe you've just got a more complicated path to follow."

Killian was touched at Henry's words. It had been many, many years since anyone had tried to justify his actions, to himself, no less. He reached out and squeezed Henry's shoulder in gratitude. "You're a good lad, Henry."

"So you'll stay?" Henry asked hopefully.

"At least until my ship is repaired," Killian promised. "After that, I'll have to re-evaluate the situation."

Henry smiled with satisfaction. Unable to stop himself, he let out a jaw-cracking yawn.

"You should get back to bed," Killian advised, observing Henry's exhaustion. "There's a big day ahead for us."

Henry shook his head stubbornly. "I'm not tired," he insisted. He gripped the wheel possessively. He didn't want to sleep. Sleep meant having another nightmare. Nightmares meant that things were not normal, and he wanted things to be normal.

Killian nodded, understanding Henry's emotional state, and let the matter drop.

"What was Pan like when you first met him?" Henry asked after several minutes of silence. He wasn't sure why he wanted to know. Maybe it would help him analyze and work through his difficulties. Maybe it was just morbid curiosity.

"He was still an arrogant prat," Killian replied wryly. "Though not as ruthless as you knew him. I suppose that was desperation on his part; trying to keep his magic." He then proceeded to recount the tale of his first encounter with Peter Pan that ultimately led to the loss of his brother's life. Recalling the memories were still painful, but not overly so. It had been so long since he'd spoken to anyone in depth about Liam's death. It was almost a relief to get the words out.

"I wonder what Neverland was like back then," Henry mused. "When Pan first got here."

"Best not to think about it, lad," Killian advised. "It's in the past. Ancient history."

"It's hard not to think about it," Henry argued. "The Lost Ones couldn't have always been like that. What do you think will happen to them now that Pan's gone?"

"I don't honestly know, lad," Killian confessed. "There was a tribe there, the Piccanniny; they helped whoever was in need, never choosing sides. If the Lost Ones know what's best for them, they should seek the tribe out."

"You mean Tiger Lily and Great Big Little Panther? In the stories, Captain Hook tries to kill them," Henry pointed out.

Killian was aghast at his depiction in print. "That is reprehensible," he spat out, disgusted. "I had no quarrel with them." Unable to keep his emotions in check, he slammed his fist against one of the ship's railings. He saw Henry staring at him with wide eyes, and forced himself to calm down. "Apologies, lad. Please forgive my outburst."

Henry nodded awkwardly. He felt bad for telling Hook about his literary counterpart. It was plain to see that, along with everyone else from the Enchanted Forest, Disney had used a broad poetic license. "I'm glad you think the Lost Ones will be all right, especially the younger ones," Henry remarked, changing the subject. "But Felix-"

"Git," Killian interrupted with a sour expression on his face. "An arrogant bully. The only reason he was Pan's lieutenant is that he's a head taller than any of the other Lost Ones."

Henry tried to protest. "And Devin-"

"Tosser," Killian declared. "Bitter that his stones haven't dropped, and never will, not while he's in Neverland."

Henry snorted with laughter.

"Please refrain from putting filth in my son's mouth," Regina said icily, announcing her arrival on deck. She smiled softly at Henry and touched his face tenderly. "I was worried when you weren't in your bed."

"I wasn't tired," Henry lied. "I wanted another sailing lesson." He smiled brightly at Regina. "I'm fine, I promise."

"He's doing me quite the service," Killian added. "I was likely about to fall asleep on my feet. I'll keep watch over him, your Majesty."

Regina nodded, placated. "I'll go see how Tinker Bell is doing," she said. In a puff of smoke, she vanished from the deck. An instant later, she rematerialized at the crow's nest and began a quiet conversation with the fairy.

Henry turned to give Killian a grateful smile. "Thanks," he said. "I really didn't want to get into an argument with my mom."

Killian nodded. "Just as long as you don't expect me to lie to your other mum," he replied. "I highly doubt that would go over as well."

Henry laughed and nodded in agreement. "Can you tell me another story?" he asked hopefully. "Emma and David both fought dragons. Did you ever fight a dragon?"

"Aye, but not all dragons are bad," Killian pointed out. "In some lands, they're kind and benevolent, and revered as gods." He watched as Henry tried to stifle another yawn. Killian went to the wheel and gently nudged the boy out of the way. "Just need to make a course adjustment," he explained.

Henry climbed onto a large crate and patiently waited for his turn to steer again. "So what happened with this benevolent dragon?" he asked with interest.

"It happened in Lake Biwa in a land called Oyashima…" Killian began.

* * *

*****Flashback****

Killian nodded with satisfaction as the Jolly Roger slid into port and his crew scrambled to tie down her moorings. It had been a long journey at sea, and his crew was eager for shore leave and to take on fresh supplies.

"Orders, Captain Jones?"

Killian turned to face his boatswain. "We set sail at sunset, four days hence, Mr. Smee," he replied. "Any man not on board at that time is considered lost. I trust the crew been have given their tasks?"

Smee nodded. "Aye, Captain. We will be ready," he promised.

Killian clapped Smee on the shoulder. "Good man," he said, smiling. He checked to make sure his sword was strapped securely to his hip and his satchel was properly packed. "Enjoy your leave; I know I will." With that, he strode down the gangplank and disappeared into the busy port city.

After a hot meal at a local tavern, Killian headed away from the city, on a path up into the mountains. After so many days spent in the cramped company of others, he longed for a little solitude and space. His wandering led him to an ornately carved bridge over a beautiful glittering lake. He'd taken no more than ten steps across the bridge when he discovered that his path was blocked by a huge dragon that was splayed across the entire width of the bridge. Its body was covered in thousands of blue-green scales and a ridge of red and gold spines covered its back. It had legs as thick as tree trunks and each foot had five spiky gold claws that looked razor-sharp. The dragon seemed to be asleep, and tiny flames emerged from its nose as it snored. Each breath the dragon took make the its red mane ruffle and its golden horns twitched in time.

Killian put his hand to his sword, but did not draw it. "Oi, Dragon!" he called out.

The dragon opened one eye, revealing a pearlescent orb with a large black pupil. It looked Killian up and down, then lazily drifted closed. It snorted, sending out a puff of fire that didn't cause any damage, but was big enough for Killian to feel its heat.

Killian took a step forward, his hand still on his sword. "Oi, Dragon!" he repeated, a little louder.

This time, the dragon opened both eyes and stared almost challengingly at Killian. Killian met the dragon's gaze and held it steadily. Slowly, the dragon's eyes blinked closed again and it let out another dismissive snort.

Killian was almost insulted by the dragon's behavior. Deciding that he was not going to let it ruin his shore leave, he made his way closer, always keeping his eyes trained on the sleeping beast. When he was finally face to face with it, he studied the creature. Its nose twitched once, but made no other movement. Carefully, Killian climbed over the dragon and made his way to the other side of the bridge. As he continued onward, he heard someone calling from behind. He turned to see a man on the bridge, bowing. He was wearing blue-green robes edged with red and gold. On his head sat a golden crown set with red stones.

Killian looked around, wondering where the dragon had gone. "Were you calling me?" he asked.

The man nodded. "Yes, I need your help," he explained.

"Who are you?" Killian asked curiously.

"I am the Dragon King of this lake," the man replied. "You are the first soul ever brave enough to cross my bridge. I know you will be able to help me and my family."

"What do you need of me?" Killian asked curiously.

"My mortal enemy is a giant centipede that lives just beyond the mountain," the Dragon King explained. "Each night he steals into my palace in the lake and steals one of my family. I am powerless to save them. With each visit he poisons the lake water, killing the fish and the plants. Eventually, all of my family will be gone, and then he will come for me. All who depend on this lake for water will perish as well."

Killian's mouth set into a firm line as he remembered his King's intention to poison an entire race to win a war. He would not let another group of people fall victim to the same fate. "I will help you," he told the Dragon King.

"Oh thank you!" the Dragon King said joyfully. "Please, come to my palace as my honored guest. The centipede comes at the same hour each night. We will wait for him to arrive tonight."

Killian followed the Dragon King into the lake. His eyes grew wide as he entered the underwater palace. Its white marble walls glowed with an ethereal light. He was led to a lavishly set table where he was served a delicious meal on dishes made of crystal. He had some difficulty using the ebony sticks to pick up food, but the Dragon King and his family were patient teachers. As they ate, the Dragon King regaled Killian with stories, making him feel at ease.

As Killian took a sip of wine, the walls of the palace began to shake. The Dragon King looked alarmed while his family scattered and hid. "The centipede! It's here!" he cried.

They ran out on one of the balconies, and saw two balls of fire at the edge of the lake, heading towards them.

"Those are its eyes," the Dragon King said. "Please! You must kill it before it takes more of my family!"

Killian stared in disbelief as he realized how large the centipede was. It was the same size as the Dragon King. Its body was black and shiny, with more legs than Killian cared to count He reached into his pack and pulled out a crossbow. He was dismayed to see that he only had three bolts. Loading a bolt, he took aim and fired. The bolt slid through the water and hit the centipede right between the eyes, where it bounced harmlessly off the skin and fell to the lake bottom. Angered, the centipede charged towards the palace with a roar.

Killian cursed and reloaded. He fired again, and achieved the same result, the bolt falling to the ground. Taking the final bolt, he licked his lips and whispered a desperate prayer. He pressed the bolt to his lips and then loaded it into the stock. He took aim and fired. The bolt hit between the centipede's eyes again, and this time it pierced the skin and sunk into its brain.

The centipede twisted and convulsed in agony for several long moments, and as it died, the light faded from its huge eyes. Its body dissolved into a mass of black foam that dissipated in the water.

Killian sighed in relief. The empty crossbow fell from his hands and clattered to the floor.

"You did it!" the Dragon King exclaimed happily. "You saved us all!"

Killian found himself surrounded by well-wishers shaking his hands and expressing their gratitude. The next few days went by in a happy blur as Killian was celebrated as a hero and the bravest warrior in the land. The Dragon King's family and servants showered him with countless presents and trinkets. On the morning of the fourth day, Killian knew he had to leave to rejoin his ship and crew.

The Dragon King tried to persuade Killian to stay longer, but understood that the crew was like family. He begged Killian to take a few small gifts as a token of appreciation for delivering them from their feared enemy. As with all the previous gifts he'd received, Killian tried to refuse, but the Dragon King was most insistent, and once the gifts had been explained, Killian knew he had to accept them.

The first was a roll of silk that would never get any shorter, regardless of how many pieces were cut from it. Killian knew that it would be useful for repairing sails, clothing, and bandaging injuries. The next was a bag of rice that would never empty. He accepted it, knowing that his crew would never go hungry, regardless of how many days had been spent at sea. The last gift was a beautiful sword and knife set that would always give its owner victory.

Killian packed up his things, shook hands with the Dragon King, and headed back to the Jolly Roger. Once he was back on board his ship, he put the left the bag of rice and the roll of silk with his Chief Steward without any explanation of the uniqueness of the items, so they would not be exploited. He mounted the sword and knife set on one of his cabin walls so he wouldn't be tempted to rely on them, rather than his own skill.

As the Jolly Roger sailed away, Killian listened to his crew's excitedly exchange stories about their shore leave, but never contributed his own, preferring to keep this particular adventure to himself.

*****end flashback****

* * *

Killian smiled slightly when he saw that Henry had fallen asleep, curled up on top of a crate. He'd tucked a spare piece of canvas under his head as a pillow. Killian took off his coat and draped the black leather over the sleeping boy and studied him for a moment. He didn't seem to be burdened by any bad dreams while he slept. A feeling of tenderness towards the boy washed over Killian as he reached out and touched his hair softly. Then, he resumed his position at the wheel and continued to guide his ship through the open water.


End file.
